AUDIT CHARTER ADOPTED 12-08-04 CLEAN

Mlapole

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• Publié par: Uffi
• Nombre de lectures: 40
• Langue: English

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IKON OFFICE SOLUTIONS, INC.

AUDIT COMMITTEE CHARTER

I. Purpose
The Audit Committee of IKON Office Solutions, Inc. (the “Company”) shall report to the
Board of Directors of the Company (the “Board”) and shall assist the Board in fulfilling its
responsibilities to shareholders relating to the quality and integrity of corporate accounting
and reporting, internal controls, the audit process, and the Company’s compliance with
legal and regulatory requirements. The Committee shall, on behalf of the Board, (i) assess
the independence, qualifications and performance of the Company’s internal and external
audit functions, and (ii) review management’s and the auditors’ assessment of the
accounting and financial reporting processes of the Company and audits of the financial
statements of the Company, including the adequacy of the system of internal controls and
the adequacy of financial disclosures to shareholders. Additionally, the Committee may
perform other oversight functions as requested by the Board.
The Audit Committee shall report its activities to the full Board regularly and issue
annually a summary report to be included in the Company’s proxy statement that discloses
that the Audit Committee has:
• reviewed and discussed the audited financial statements with management and
the independent accountants;
• discussed matters outlined in SAS 61 (Communications with Audit Committee);
and
• discussed with the independent accountants their independence relative to the
Company and received their annual disclosure in the form of a written
affirmation.
This report shall also disclose whether the Audit Committee recommends to the Board that
the audited financial statements be included in the Company’s Annual Report on Form 10-
K.
The names of the Audit Committee members shall be printed in the Company’s proxy
statement beneath the annual Audit Committee report. Also, the Audit Committee Charter
shall be disclosed in the Company’s proxy statement appendix once every three years.
II. Membership
The Audit Committee shall be composed of not less than three members, appointed
annually by the Board. All of the members of the Audit Committee shall be independent
directors, as such term is defined by the Securities and Exchange Commission (the “SEC”)
and under the listing standards of the New York Stock Exchange and shall satisfy any other
applicable regulatory requirements. Audit Committee members are not permitted to serve
on the Audit Committees of more than three public companies unless approved by the
Board.
(Revised 12/08/04) 1
Each member of the Audit Committee shall have general knowledge about financial and
auditing matters, with at least one member being a financial expert as defined by the SEC
and having accounting or related management expertise as determined by the Board.
III. Meetings and Orientation/Ongoing Training
The Audit Committee shall meet at least quarterly. mittee shall be briefed from time to time by top management, risk
managers, compliance managers, information technology leaders, and internal and external
auditors on key topics, such as business and financial risks, exposures, complex
transactions, operational issues, and legal or regulatory issues. New members shall, as
deemed necessary, have access to the Company’s management and specific information to
get the requisite background on key business practices, policies, risks and issues.
IV. Responsibilities and Duties
Relationship with Independent Accountants
• The Audit Committee shall have the sole authority to retain and terminate
independent accountants and to approve any non-audit relationship with the
independent accountants. The Audit Committee shall have authority to
investigate any activity of the Company, and it is empowered to retain, and
determine the compensation of persons having special competence as necessary
to assist the Audit Committee in fulfilling its responsibilities.
• Annually review the qualifications of the Company’s independent accountants.
In connection with such duties, the Audit Committee shall have the sole
authority to approve all audit engagement fees and terms. The Audit Committee
shall affirm that the independent accountants are in fact independent by
obtaining written affirmation from the independent accountants delineating all
relationships between the independent accountants and the Company. The
Audit Committee shall also review annually the type and extent of non-audit
services performed by the independent accountants and consider their relevance
to the issue of independence.
• Provide for direct communication between the Audit Committee and the
independent accountants in order to assure their independence. The
independent auditors will report directly to the Audit Committee. The Audit
Committee will provide immediate access through the Audit Committee
Chairman for the independent accountants to report any special matters they
believe should be brought to the attention of the Audit Committee.
• Maintain free and open communication with the independent accountants,
including discussions of any disclosed relationships or services that may impact
the objectivity and independence of the independent accountants. Hold
individual private sessions with the independent auditors at least quarterly.
• Review with the independent accountants the scope and nature, as well as the
rigor, of the audit process. Emphasis should be placed on their examination
(Revised 12/08/04) 2
with regards to the accounting and financial areas where the Audit Committee,
management or the accountants believe special attention should be directed.
• Pre-approve all audit and permissible non-audit services provided by the
Company’s independent auditors.
• Review and discuss financial statements (including quarterly financial
statements), the Company’s earnings releases, and financial information and
earnings guidance provided to analysts and credit agencies with management,
internal auditors and the independent accountants. These discussions should
include:
− quality of earnings;
− reserves and accruals;
− all critical accounting policies;
− suitability of accounting principles;
− any proposed changes or developments in accounting or financial
reporting practices and other significant unusual events;
− judgmental areas;
− audit adjustments;
− management’s controls over the quarterly reporting process; and
− other inquiries where appropriate.
• Review with the independent accountants:
− significant accounting estimates and the reasonableness of the
assumptions;
− results of their audit, including their opinion on the financial
statements;
− their evaluation of the adequacy and quality of the system of
internal control and controls over the financial reporting process;
− all alternative treatments of financial information within GAAP
that have been discussed with management;
− any audit problems or difficulties and management’s response, as
well as disputes, if any, with management and all other material
written communications between the outside auditors and
management; and

(Revised 12/08/04) 3
− cooperation received from management in the conduct of the audit.
• Annually review the management letter comments and management’s
responses.
• Clearly communicate the Audit Committee’s expectations of the independent
auditors, at least on an annual basis, including the expected nature, style and
timing of communications with the Audit Committee, and any requests for
expanded involvement in business, regulatory or other issues. Performance
against those expectations shall be measured regularly.
• Set clear hiring policies for current or former employees of the independent
accountants.
• Obtain and review a report by the independent accountant describing the
following:
- independent accountant’s internal quality-control procedures;
- any material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or investigation by
governmental or professional authorities, including the Public Company
Accounting Oversight Board, within the preceding five years, respecting
its internal quality control standards and processes, or one or more
independent audits carried out by the firm, and any steps taken to deal
with any such issues; and
- all relationships between the independent accountant and IKON.
Relationship with Internal Audit Department
• The Audit Committee shall have the authority to oversee the activities of the
Company’s Internal Audit Department (“Internal Audit”). Internal Audit shall
report to the Audit Committee with respect to all audit practices and activities.
• Provide for direct communication between the Board and the Internal Audit
Department in order to assure its independence. The Audit Committee will
provide immediate access, through the Audit Committee Chairman, for the
internal auditors to report any special matters they believe should be brought to
the attention of the Audit Committee. The Audit Committee will maintain free
and open communication with Internal Audit and will hold